What this is: If you are thinking of doing business in Ireland, what criteria should you analyse when selecting your next jurisdiction? This article discusses a couple of important updates applicable to Irish companies.
What this means: You should remain updated on the shifting landscape if you're thinking of doing business in Ireland. It is very evident from the recent changes that it is no longer possible to run a business in Ireland as an anonymous or unidentified person.
Ireland is still considered one of the most favourable jurisdictions to do business in the European Union (EU). It is important, however, for legal entities incorporated in Ireland to be aware of the changing regulatory landscape to remain compliant at all times.
Beneficial Ownership Registration
Back in 2019, Ireland established a Central Register of Beneficial Owners (RBO) following the EU Fourth Anti-Money Laundering Directive that required all member states to obtain and hold beneficial ownership information of its corporate and legal entities. The RBO holds statutory information of natural persons who are the beneficial owners/controllers of corporate and legal entities, including details of the beneficial interests held by them. RBO began accepting these filings from legal entities from June 2019 and all existing companies were given 5 months to submit this information. The launch for RBO was somewhat delayed because of concerns around protecting personal information as envisaged under the General Data Protection Regulation (GDPR). RBO is, however, still open for filing from entities that are yet to comply with these requirements. Non-compliance of these requirements is an offense and companies may be liable to summary conviction to a Class A fine of up to €5,000, and on conviction, a fine of up to €500,000.
At the time of introduction of RBO, it was intended to be an open register with open access to all members of the public. However, following a ruling of the European Court of Justice (ECJ) in November 2022, the EU decided to limit the access of these registers to (i) competent authorities and financial intelligence authorities without any restrictions, (ii) obliged entities who are required to gather information for due diligence purposes and (iii) any person or organisation with that can demonstrate legitimate interest.
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Introduction of Personal Public Service Number Disclosure Requirements
PPSN is Personal Public Service Number and is a unique reference number issued by the Department of Social Protection (DSP) to verify a director's (or beneficial owner’s) identity and thereby reduce the possibility of identity theft. At the time of its introduction in 2021, PPSN requirements applied only to Irish residents. However, with effect from June 2023, all directors of Irish companies will be required to provide their PPSN or Identified Person Number (IPN for non-residents) to the Irish Companies Registration Office (CRO) when filing forms for company incorporation, its annual return or change of directorship, etc. PPSNs and IPNs are, however, not displayed publicly and therefore not accessible to third parties.
CRO is able to cross-check a director’s information on the filing against the DSP record to confirm that the identity details are an exact match. CRO will reject a filing if the identity details do not match, thereby resulting in filing delays which could potentially result in penalties.
Non-resident Irish directors are required immediately to have their identity verified by filing Form VIF-Declaration to obtain an IPN.
It is very evident from the recent changes that it is no longer possible to run a business in Ireland as an anonymous or unidentified person. The objective of each subsequent legislation is to ensure corporate transparency and accountability.
This content is provided for informational purposes only and should not be considered, or relied upon, as legal advice.